Andrew Caggia
COHUAbout Andrew M. Caggia
Independent director since 2014; age 76; serves as Chair of the Nominating & Governance Committee and is identified as an audit committee financial expert. Background includes CFO roles at Standard Microsystems (SMSC) and General Semiconductor, with extensive finance, accounting, and semiconductor industry experience; independence affirmed annually under Nasdaq/SEC rules. Tenure on Cohu’s board is 11 years as of the 2025 annual meeting; independence disclosed for seven of nine directors including Mr. Caggia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Microsystems Corporation (SMSC) | Senior Vice President & Chief Financial Officer | 2000–2006 | Finance leadership at semiconductor manufacturer |
| SMSC | Director | 2001–2012 | Board oversight until acquisition by Microchip |
| General Semiconductor, Inc. | Senior Vice President & Chief Financial Officer | 1997–2000 | Public company CFO experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
| SMSC (prior) | Director | 2001–2012 | Acquired by Microchip in 2012 |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Audit Committee member; not on Compensation Committee .
- Independence: Board identified Mses. Jorden, Rapp, Richardson and Messrs. Bendush, Bilodeau, Caggia, Mattes as independent; all directors on Audit/Compensation/NGC are independent per Nasdaq/SEC .
- Attendance and engagement: Board met 13 times in FY2024; all directors attended at least 75% of Board and applicable committee meetings; FY2024 committee meetings—Audit (6), Compensation (6), N&G (5) . Board and governance highlights include lead independent director, executive sessions at least three times a year, majority voting, and 30 Board/committee meetings in 2024 .
Fixed Compensation
| Component | Amount | Source |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $74,423 | |
| Annual Director Retainer (Other Directors) | $60,000 | |
| Nominating & Governance Committee Chair Fee | $10,000 | |
| Audit Committee Member Fee | $10,000 |
- Deferral: Elected to defer 100% of 2024 cash-based director fees into Deferred Stock Units (DSUs) under the 2005 Plan .
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant Date Fair Value ($) | Vesting Schedule | Performance Linkage |
|---|---|---|---|---|---|
| Annual RSU to non-employee directors | Jun 5, 2024 | 4,918 | Included in $161,851 stock awards total | Vests over ~1 year; shares issued at earlier of 1-year anniversary or next AGM; accelerates on change in control per plan | None (time-based) |
- Director compensation mix (2024): Cash $74,423; Stock awards $161,851; no options granted; equity is time-based RSUs; DSU deferrals convert cash fees into stock-settled units, payable at separation, change in control, or elected future date .
- Equity grant sizing uses 20-day average closing price before grant; annual RSUs target $150,000 value for directors .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| SMSC (prior) | Former CFO and Director | Company acquired by Microchip (no current interlock); another Cohu director (Karen Rapp) currently serves on Microchip’s board, but Mr. Caggia does not |
- Related-party transactions: None >$120,000 involving directors/executives since beginning of last fiscal year; Audit Committee reviews/approves related party transactions; Code of Conduct and guidelines require disclosure and recusal .
Expertise & Qualifications
- Financial/accounting, leadership, global business, M&A, risk management, industry knowledge, public company board experience—all identified in the Board skills matrix; tenure on Cohu board 11 years; qualifies as audit committee financial expert .
- Governance experience: Chairs N&G Committee; Board conducts annual evaluations; oversight of sustainability and cybersecurity; five directors hold NACD CERT cybersecurity oversight certificate .
Equity Ownership
| Holder | Beneficially Owned Common Stock | Common Stock Equivalents (≤60 days) | Total | Notes |
|---|---|---|---|---|
| Andrew M. Caggia | 56,869 | 4,918 | 61,787 | Beneficial ownership includes 41,473 DSUs under the 2005 Plan; less than 1% of 46,540,036 outstanding shares as of Mar 21, 2025 . |
- Unvested RSUs outstanding as of Dec 28, 2024: directors (including Mr. Caggia) had 4,918 unvested RSUs; DSU balance as of Dec 28, 2024: Mr. Caggia 41,473 .
- Hedging/pledging: Prohibited for employees, officers, and directors; strengthens alignment and reduces risk of misaligned incentives .
- Director ownership guidelines: Directors must accumulate shares equal to 3x annual cash retainer within three years; limitations on sales until guidelines met .
Governance Assessment
- Strengths: Independent director with deep finance expertise and audit committee financial expert designation; chairs N&G (a governance-critical role), signaling board emphasis on governance quality; high attendance; DSU deferral of fees increases ownership alignment; no related-party transactions disclosed; hedging/pledging prohibited .
- Potential watch items: Age-based retirement policy limits re-election beyond age 75 to one additional term at board discretion; board refresh planning is relevant (policy explicitly referenced for another director, but applies broadly) .
- Compensation signals: Equity-heavy director pay structure (RSUs + DSUs) vs. cash retainer supports alignment; absence of meeting fees reduces pay inflation risk; no options granted to directors, and option repricing prohibited .
RED FLAGS: None disclosed related to attendance, related-party transactions, hedging/pledging, or pay anomalies; monitor retirement policy application and future committee changes .